**UNITED STATESSECURITIES AND EXCHANGE COMMISSION******

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**ý****                                ****ANNUALREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thefiscal year ended December 31, 2003**

 

**OR**

** **

**o****                                ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition periodfrom                       to                       **

 

**Commission File Number 333-105587**

 

| **The Old Evangeline Downs, L.L.C.**                             |   | **The Old Evangeline Downs Capital Corp.**                       |
|------------------------------------------------------------------|--------|------------------------------------------------------------------|
| (Exact  name of registrant as specified in its charter)          |   | (Exact  name of registrant as specified in its charter)          |
|                                                             |   |                                                             |
| **Louisiana**                                                    |   | **Delaware**                                                     |
| (State  or other jurisdiction of  incorporation or organization) |   | (State  or other jurisdiction of  incorporation or organization) |
|                                                             |   |                                                             |
| **72-1280511**                                                   |   | **25-1902805**                                                   |
| (I.R.S.  Employer Identification No.)                            |   | (I.R.S.  Employer Identification No.)                            |

 

**P.O. Box 2449Opelousas, Louisiana 70570-2449 (866) 472-2466 (563) 583-7005**(Address, including zip code, and telephone number, including area code, ofprincipal executive offices)

** **

Securitiesregistered pursuant to Section 12 (g) of the Act:  **None**

** **

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingtwelve months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days.   Yes  ý   No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   Yes  o   No  ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).   Yes  o   No  ý

 

All of the common equityinterests of The Old Evangeline Downs, L.L.C. are held by OED Acquisition,LLC.  The Old Evangeline Downs CapitalCorp. is a wholly-owned subsidiary of the The Old Evangeline Downs, L.L.C.

 

 

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Explanatory Note

 

On March 30, 2004, The OldEvangeline Downs, L.L.C. and The Old Evangeline Downs Capital Corp. filed withthe Securities and Exchange Commission their Annual Report on Form 10-K for theyear ended December 31, 2003 (the “Initial 10-K”).  Subsequent to the filing of the Initial 10-K, omissions werediscovered in the exhibit list in Item 15 of the Initial 10-K and an error wasdiscovered in the Consolidated Statement of Operations included in theConsolidated Financial Statements of the Initial 10-K.  This Amendment No.1 corrects those omissionsand error.  No other changes areincluded in this Amendment No. 1.

 

2

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**THE OLD EVANGELINE DOWNS, L.L.C.**

** **

**CONSOLIDATED STATEMENTS OF OPERATIONS**

** **

**THE YEAR ENDED DECEMBER 31, 2003 AND THE PERIOD AUGUST 31 TODECEMBER 31, 2002 (SUCCESSOR COMPANY)**

**THE PERIOD JANUARY 1 TO AUGUST 30, 2002 AND THE YEAR ENDEDDECEMBER 31, 2001(PREDECESSOR COMPANY)**

 
|                                                |   | **Successor** |        | **Predecessor**                                         |      |
|-----------------------------------------------------|--------|---------------|-------------|---------------------------------------------------------|-----------|
|                                                |   | **2003**      |        | **Period from  August 31  through  December 31,  2002** |      | **Period from  January 1  through  August 30,  2002** |   | **2001** |   |
| REVENUES:                                           |   |          |        |                                                    |      |   |   |   |   |
| Casino                                              |   | $             | 3,227,477   |                                                    |      |   |   |   |   |   |
| Racing                                              |   | 17,773,481    |        | $                                                       | 3,947,568 |   | $ | 13,349,589 |   | $ | 18,211,237 |   |
| Food and beverage                                   |   | 1,538,374     |        | 185,215                                                 |      | 971,238 |   | 1,113,044 |   |
| Other                                               |   | 167,361       |        |                                                    |      |   |   |   |   |
| Less promotional  allowances                        |   | (209,147      | )           |                                                    |      |   |   |   |   |
| Total net revenues                                  |   | 22,497,546    |        | 4,132,783                                               |      | 14,320,827 |   | 19,324,281 |   |
| EXPENSES:                                           |   |          |        |                                                    |      |   |   |   |   |
| Casino                                              |   | 1,908,730     |        |                                                    |      |   |   |   |   |
| Racing                                              |   | 14,646,351    |        | 3,224,763                                               |      | 10,725,678 |   | 14,364,494 |   |
| Food and beverage                                   |   | 1,500,065     |        | 187,438                                                 |      | 886,708 |   | 1,131,499 |   |
| Other                                               |   | 59,934        |        |                                                    |      |   |   |   |   |
| Selling, general and  administrative                |   | 3,277,507     |        | 490,466                                                 |      | 1,169,074 |   | 1,714,532 |   |
| Depreciation and  amortization                      |   | 823,944       |        | 77,806                                                  |      | 138,166 |   | 655,194 |   |
| Pre-opening expense                                 |   | 3,256,963     |        |                                                    |      |   |   |   |   |
| Management fee                                      |   | 480,000       |        | 160,000                                                 |      | 64,644 |   |   |   |
| Litigation settlement                               |   | 1,600,000     |        |                                                    |      |   |   |   |   |
| Relocation expense                                  |   |          |        |                                                    |      |   |   | 404,738 |   |
| Impairment charges on  long-lived assets            |   |          |        |                                                    |      |   |   | 4,361,134 |   |
| Total expenses                                      |   | 27,553,494    |        | 4,140,473                                               |      | 12,984,270 |   | 22,631,591 |   |
|                                                |   |          |        |                                                    |      |   |   |   |   |
| INCOME (LOSS) FROM  OPERATIONS                      |   | (5,055,948    | )           | (7,690                                                  | )         | 1,336,557 |   | (3,307,310 | ) |
|                                                |   |          |        |                                                    |      |   |   |   |   |
| OTHER INCOME  (EXPENSE):                            |   |          |        |                                                    |      |   |   |   |   |
| Earnings from equity  affiliate                     |   |          |        |                                                    |      |   |   | 58,862 |   |
| Interest income                                     |   | 440,003       |        | (4,979                                                  | )         | 9,243 |   | 10,720 |   |
| Interest expense, net  of amounts capitalized       |   | (14,151,163   | )           | (748,787                                                | )         | (769,163 | ) | (1,121,835 | ) |
| Total other expense                                 |   | (13,711,160   | )           | (753,766                                                | )         | (759,920 | ) | (1,052,253 | ) |
|                                                |   |          |        |                                                    |      |   |   |   |   |
| NET INCOME (LOSS) TO  COMMON MEMBERS’ INTEREST |   | $             | (18,767,108 | )                                                       | $         | (761,456 | ) | $ | 576,637 |   | $ | (4,359,563 | ) |

 

See notes toconsolidated financial statements.

 

F-5

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**PART IV**

** **

**ITEM15.               EXHIBITS, FINANCIALSTATEMENT SCHEDULES, AND REPORTS ON FORM 8-K**

 
| (a)    | The  following documents are filed as a part of this report:                                                                                                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                   | Financial  Statements — see Index to Financial Statements appearing on page F-1. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                   | Exhibits: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.1    | Amended and  Restated Articles of Organization of The Old Evangeline Downs, L.L.C., dated  as of February 19, 2003—incorporated herein by reference to Exhibit 3.1 of  the Company’s Form S-4 filed May 28, 2003. (With regard to applicable cross  references in this report, the Company’s Current, Quarterly and Annual  Reports are filed with the SEC under File No. 333-105587.) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2A   | Amended and  Restated Operating Agreement of The Old Evangeline Downs, L.L.C., dated as of  January 30, 2003, between The Old Evangeline Downs, L.L.C. and OED  Acquisition, LLC — incorporated herein by reference to Exhibit 3.2 of the  Company’s Form S-4 filed May 28, 2003.                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.2B   | First  Amendment to Amended and Restated Operating Agreement of The Old Evangeline  Downs, L.L.C., dated as of May 21, 2003—incorporated herein by reference to  Exhibit 3.3 of the Company’s Form S-4 filed May 28, 2003.                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.3    | Certificate  of Incorporation of The Old Evangeline Downs Capital Corp.—incorporated  herein by reference to Exhibit 3.4 of the Company’s Form S-4 filed May 28,  2003.                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.4    | By-laws of  The Old Evangeline Downs Capital Corp.—incorporated herein by reference to  Exhibit 3.5 of the Company’s Form S-4 filed May 28, 2003.                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1    | Indenture,  dated February 25, 2003, by and among The Old Evangeline Downs, L.L.C., The  Old Evangeline Downs Capital Corp. and U.S. Bank National Association—incorporated  herein by reference to Exhibit 4.1 of the Company’s Form S-4 filed May 28,  2003.                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2    | Form of 13%  Senior Secured Note due 2010—incorporated herein by reference to Exhibit 4.3  of the Company’s Form S-4 filed May 28, 2003.                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1   | Amended and  Restated Management Services Agreement, dated as of February 25, 2003, by and  among The Old Evangeline Downs, L.L.C., OED Acquisition, LLC and Peninsula  Gaming Company, LLC—incorporated herein by reference to Exhibit 10.1 of the  Company’s Form S-4 filed May 28, 2003.                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2   | Standard  Form of Agreement between Owner and Contractor, dated February 25, 2003, by  and between The Old Evangeline Downs, L.L.C. and W.G. Yates & Sons  Construction Company—incorporated herein by reference to Exhibit 10.2 of the  Company’s Form S-4 filed May 28, 2003.                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3   | Standard  Form of Agreement between Owner and Architect and Standard Form of  Architect’s Services, dated January 31, 2003, by and between The Old  Evangeline Downs, L.L.C. and KGA Architecture—incorporated herein by  reference to Exhibit 10.3 of the Company’s Form S-4 filed May 28, 2003.                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4   | Cash  Collateral and Disbursement Agreement, dated as of February 25, 2003, by and  among                                                                                                                                                                                                                                                                                                             |

 

27

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|   | The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., U.S. Bank  National Association and Abacus Project Management, Inc.—incorporated herein  by reference to Exhibit 10.4 of the Company’s Amendment No. 1 to Form S-4  filed July 15, 2003.                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.5A  | Loan and Security  Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs,  L.L.C., The Old Evangeline Downs Capital Corp. and Wells Fargo Foothill,  Inc.—incorporated herein by reference to Exhibit 10.5 of the Company’s  Amendment No. 1 to Form S-4 filed July 15, 2003.                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.5B  | First  Amendment, dated September 22, 2003, to the Loan and Security Agreement,  dated June 24, 2003, by among The Old Evangeline Downs, L.L.C., The Old  Evangeline Downs Capital Corp. and Wells Fargo Foothill, Inc. —incorporated  herein by reference to Exhibit 10.15 of the Company’s Form 10-Q Quarterly  Report for the quarter ended September 30, 2003.    |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.6   | Stock Pledge  Agreement, dated as of June 24, 2003, by and among The Old Evangeline Downs,  L.L.C., OED Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated  herein by reference to Exhibit 10.6 of the Company’s Amendment No. 1 to Form  S-4 filed July 15, 2003.                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.7   | Intercreditor  Agreement, dated as of June 24, 2003, by and among U.S. Bank National  Association and Wells Fargo Foothill, Inc.—incorporated herein by reference  to Exhibit 10.7 of the Company’s Amendment No. 1 to Form S-4 filed July 15,  2003.                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.8   | Intercompany  Subordination Agreement, dated as of June 24, 2003, by and among The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED  Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by  reference to Exhibit 10.8 of the Company’s Amendment No. 1 to Form S-4 filed  July 15, 2003.                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.9   | Management  Fees Subordination Agreement, dated as of June 24, 2003, by and among The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED  Acquisition, LLC, Peninsula Gaming Company, LLC and Wells Fargo Foothill,  Inc.—incorporated herein by reference to Exhibit 10.9 of the Company’s  Amendment No. 1 to Form S-4 filed July 15, 2003. |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.10  | Collateral  Access Agreement, dated as of June 24, 2003, by and among Beau Se Jour  Company, L.L.C., The Old Evangeline Downs, L.L.C. and Foothill Capital  Corporation. —incorporated herein by reference to Exhibit 10.10 of the  Company’s Amendment No. 1 to Form S-4 filed July 15, 2003.                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.11  | Bank One  Deposit Account Control Agreement, dated as of June 24, 2003, by and among  The Old Evangeline Downs, L.L.C., Wells Fargo Foothill, Inc., U.S. Bank  National Association and Bank One, NA.—incorporated herein by reference to  Exhibit 10.11 of the Company’s Amendment No. 1 to Form S-4 filed July 15,  2003.                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.12  | American  Trust Deposit Account Control Agreement, dated as of June 24, 2003, by and  among The Old Evangeline Downs, L.L.C., Wells Fargo Foothill, Inc., U.S. Bank  National Association and American Trust and Savings Bank—incorporated herein  by reference to Exhibit 10.12 of the Company’s Amendment No. 1 to Form S-4  filed July 15, 2003.                   |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.13  | O.M.  Participation Agreement and Addendum, dated as of March 25, 2003, by and  among The Old Evangeline Downs, L.L.C. and O.M. Operating,  L.L.C.—incorporated herein by reference to Exhibit 10.13 of the Company’s  Amendment No. 2 to Form S-4 filed August 12, 2003.                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                            |
| 10.14  | Loan and  Security Agreement, dated as of September 22, 2003, by and among The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp. and Wells  Fargo Foothill, Inc.—incorporated herein by reference to Exhibit 10.14 of the  Company’s Form 10-Q Quarterly Report for the quarter ended September 30,  2003.                                        |

 

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| 10.15  | Intercompany  Subordination Agreement, dated September 22, 2003, by and among The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED  Acquisition, LLC and Wells Fargo Foothill, Inc.—incorporated herein by  reference to Exhibit 10.16 of the Company’s Form 10-Q Quarterly Report for  the quarter ended September 30, 2003.                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.16  | Management  Fees Subordination Agreement, dated September 22, 2003, by and among The Old  Evangeline Downs, L.L.C., The Old Evangeline Downs Capital Corp., OED  Acquisition, LLC, Peninsula Gaming Company, LLC and Wells Fargo Foothill,  Inc.—incorporated herein by reference to Exhibit 10.17 of the Company’s Form  10-Q Quarterly Report for the quarter ended September 30, 2003. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 12.1   | Computation  of ratio of earnings to fixed charges.                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 14.1   | Code of  Ethics.                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 21.1   | Subsidiaries  of the Registrant.                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 25.1   | Form T-1 of  Trustee under Indenture—incorporated herein by reference to Exhibit 25.1 of  the Company’s Form S-4 filed May 28, 2003.                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.1   | Certification  of M. Brent Stevens, Chief Executive Officer, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and Rule 15d-14 of the Securities Exchange Act, as  amended.                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.2   | Certification  of Natalie A. Schramm, Chief Financial Officer, pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002 and Rule 15d-14 of the Securities Exchange  Act, as amended.                                                                                                                                                                                                              |

 
| (b)    | Reports on  Form 8-K. |
|--------|-----------------------|
|   |                  |
|   | None.                 |

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company hasduly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized, in the City of Dubuque, State of Iowa on April 1, 2004.

 
|   | THE OLD EVANGELINE DOWNS,  L.L.C.       |
|--------|-----------------------------------------|
|   |                                    |
|   | By:                                     | /s/ M. Brent Stevens |   |
|   |                                    | M. Brent Stevens |
|   |                                    | *Chief  Executive Officer* |
|   |                                    |   |
|   | By:                                     | /s/ Natalie A. Schramm |   |
|   |                                    | Natalie A. Schramm |
|   |                                    | *Chief  Financial Officer* |
|   |                                    |   |
|   | THE OLD EVANGELINE DOWNS  CAPITAL CORP. |
|   |                                    |
|   | By:                                     | /s/ M. Brent Stevens |   |
|   |                                    | M. Brent Stevens |
|   |                                    | *President  and Treasurer* |
|   |                                    |   |
|   | By:                                     | /s/ Michael S. Luzich |   |
|   |                                    | Michael S. Luzich |
|   |                                    | *Vice  President* |

** **

**Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons in the capacities and on the datesindicated.**

 
|                | PENINSULA GAMING PARTNERS,  LLC                        |
|---------------------|--------------------------------------------------------|
|                | *Managing  Member of The Old Evangeline Downs, L.L.C.* |
|                |                                                   |   |
| Date: April 1, 2004 | By:                                                    | /s/ M. Brent Stevens |   |
|                |                                                   | M. Brent Stevens |
|                |                                                   | *Chief  Executive Officer and Manager* |
|                |                                                   |   |
| Date: April 1, 2004 | By:                                                    | /s/ Michael S. Luzich |   |
|                |                                                   | Michael S. Luzich |
|                |                                                   | *President,  Secretary and Manager* |
|                |                                                   |   |
| Date: April 1, 2004 | By:                                                    | /s/ Terrance W. Oliver |   |
|                |                                                   | Terrance W. Oliver |
|                |                                                   | *Manager  of Peninsula Gaming Partners* |
|                |                                                   |   |
| Date: April 1, 2004 | By:                                                    | /s/ Andrew R. Whittaker |   |
|                |                                                   | Andrew R. Whittaker |
|                |                                                   | *Manager  of Peninsula Gaming Partners* |

 

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